Sun BioPharma, Inc. (OTCMKTS:SNBP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On September 20, 2019, Sun BioPharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors. Through the Purchase Agreement and the previously announced purchase agreements dated August 23, 2019 and August 30, 2019, the Company has sold an aggregate of (i) 902,067 shares of its common stock (the “Shares”) and (ii) warrants to purchase up to 902,067 additional shares of common stock (the “Warrants”) for total gross proceeds of approximately $3.2 million. The Warrants are exercisable for a period of five years from the date of issuance at an initial exercise price of $4.00 per share. The exercise price of the Warrants and the number of the shares issuable upon exercise of the Warrants are subject to customary adjustments prior to exercise upon the occurrence of certain events affecting all outstanding shares of common stock.
The Shares and Warrants were issued in reliance on an exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) to a limited number of persons who were “accredited investors,” as defined in Rule 501 of Regulation D of the SEC, without the use of any general solicitations or advertising to market or otherwise offer the securities for sale. None of the Shares, Warrants or shares of common stock issued upon exercise of the Warrants have been registered under the Securities Act or applicable state securities laws and none may be offered or sold in the United States absent registration under the Securities Act, or an exemption from such registration requirements. Neither this current report on Form 8-K nor any exhibit attached hereto shall constitute an offer to sell or the solicitation of an offer to buy the Shares, the Warrants or any other securities of the Company.
The foregoing descriptions of the Purchase Agreement and Warrants are qualified by reference to the full text of the form of Purchase Agreement and form of Warrant, which were filed as Exhibits 10.1 and 10.2, respectively, to the Company’s Current Report on Form 8-K filed on August 29, 2019 and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure regarding the issuance of the Shares and Warrants in Item 1.01 above is incorporated into this Item 3.02 by reference.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
About Sun BioPharma, Inc. (OTCMKTS:SNBP)
Sun BioPharma, Inc., formerly Cimarron Medical, Inc., is a clinical stage drug development company. The Company is a biopharmaceutical company focused on developing therapies for pancreatic diseases. It is engaged in the commercial development of a polyamine analogue for pancreatic cancer and for a second indication in chronic pancreatitis. The Company’s products include SBP-101, SBP-102 and SBP-103. Its SBP-101 is a polyamine compound and exhibits specificity for the exocrine pancreas, with therapeutic potential for both pancreatic cancer and pancreatitis indications. It develops SBP-101 for the treatment of patients with pancreatic ductal adenocarcinoma. The SBP-102 product is in non-clinical feasibility evaluation for the treatment of patients with pancreatitis. The SBP-103 product is in non-clinical exploratory evaluation. The Company has enrolled first patient in its Phase I clinical trial of SBP-101 in patients with previously treated pancreatic cancer.
